Chronicles of Peter Parker Volume II - Origins of Spider-Man
by Hardstone
Summary: If you've ever wondered how Spider-Man could exists in MCU without being mentioned, here are the answers. Taking on the mantle of Spider-man Peter faces two new adversaries, along with the entire Oscorp corporation in an attempt to keep the secrets in his blood safe. Working with Dr Connors to find a cure, Peter will learn a secret from his past that will change his life.
1. Prologue

**AN: Hi guys, thanks for tuning into the second part of the Chronicles of Peter Parker. This story moves on from Peter learning about his power and the responsibility that comes along with it, to now embracing his calling as Spider-Man. This story, set in the Marvel Cinematic universe as the previous one was, but will involve a lot more interactions with events from the move as it is set around the time of Iron Man 2, The Incredible Hulk and Thor. Enjoy and feel free to review :-)**

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><p><strong>Prologue - Undisclosed location<strong>

Late at night in the car park of a small shopping center Doctor also Octavius Waits in his car. He taps on the steering wheel anxiously; he always does before these meetings. Finally a limousine approaches stopping a few meters away with the headlights focused on Octavius is car. The headlight switch off and figure emerges, Justin Hammer.

Octavius gets out to meet hammer, Octavius hands him a USB, "Here you go Justin, these are the files on the glider technology you requested."

"Hey, that's great Otto, you're a champion great work" Hammer congratulates him with an awkward pat on the shoulder. "Now we just need you to get a little more data for us, the body armor and plasma canons" Hammer asks with glee.

"Ok Hammer, I'll get you that info, but then we're done, you'll get me my payment, my own project?" Octavius asks.

"Don't worry Otto, it's all sorted, we're already building a facility, you'll be back to you cold fusion work in no time."

Octavius smiles with joy at hearing this, "That's great Hammer, I'm sick of Oscorp making me work on these theoretical projects" Hammer nods and sympathizes, "Now they've got me building an instrument to create a worm-hole to the other side of the galaxy, can you believe that."

"Such a waste of talent" Hammer replies with false empathy, "They're even having me power it using a theoretical 'cosmic cube' which doesn't exist" Octavius continues his complaints.

"Oscorp are the past, HAMMER Industries is the future, with your help our suits will protect this nation and your research will help power the planet… you're going to change the world Otto, you and I, we'll change the world."

The two men shake hands in agreement and leave for their cars.

Hammer gets into his limousine, "Can you believe this guy, he actually thinks I'm going to build a facility for him to experiment on cold fusion" he tells his driver who laughs along with Hammer. "Doesn't this guy know, this is America, guns and oil is what makes the money, not free energy, who makes money out of free energy?"

As the limousine drives away, Hammer scans through the files Octavius has supplied him, "Great, this is just what I need for my suits."


	2. A new hero

**Midtown High**

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><p>First day back at school Peter joins his girlfriend Gwen, and the rest of their friends Flash, MJ and Liz. The group reminisce about their summer, MJ raves about LA, going to acting school and learning from professionals. Liz and Flash are inseparable and mention how great the lake was last weekend, MJ and Gwen join in excitedly recounting all the fun they had. Peter becomes quiet, he's missed out on a summer of fun, he's been hard at work earning money working at a supermarket, and secretly as a wrestler.<p>

MJ sees Peter's disappointment as the rest chatter about all the fun they've been having and she gently puts a hand on Peter's shoulder, "Hey Pete, I think it's really great what you've been doing for your Aunt, if you need anything let me know" she tells him softly with sincerity.

"Hey MJ, don't you be hitting on my man" Gwen interrupts jovially, "Wouldn't dream of it" she quips back with a cheeky wink. The group head off to class, Gwen and Peter trailing behind, as they walk Peter notices some junior students picking on a smaller kid with glasses. Peter has a flash back to when he was that kid in glasses.

Peter intervenes and tells them to pick on someone their own size. The boy stands up and is taller and wider than Peter, "What like you? Puny Peter Parker" he replies smugly. Peter grabs the boys arm, spins him around and pulls it up behind his back causing him great pain.

"arrggghhh" the boy yells out, "Yeah like me, now you be a good boy and run off to class, OK?" Peter tells him finally letting him go and watching the boy and his friends sink away into the crowd. Flash looks back at Peter and laughs, "Who would have thought, Peter Parker's all grown up now." Peter walks back to his friends and Gwen gives him a big hug, "My hero" the group laugh amongst themselves as they head to class.

**Abandoned factory - Queens**

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><p>Peter and Harry meet at an abandoned Oscorp factory, as they have all holidays. Peter trains, testing his skills, climbing up walls and poles but having to take off his shoes as normal. The boys then begin testing out the newest revision of his web slingers, wrist mounted valves which shoot out a thin stream of adhesive. After months of refinement, testing and retesting the boys have finally got something that worked, a lightweight adhesive that can be stored under high pressure and has extreme tensile strength.<p>

Slight variations in finger placement on the palm allow different shaped adhesive, or webs as they refer to it. As Peter places his middle and ring finger on his palm the web shooter spits out a short blob of web, it his the wall and spreads out like a pancake. Peter again presses the two fingers against his palm but pulls his hand away from his palm, opening up the valve. This time it shoots a wide web which stretches out across two beams forming a prefect net. Next Peter presses his ring and little finger on the edge of his palm, he cocks his hand to the side and shoots out a long web to a roof beam but he doesn't have the accuracy yet. Peter eventually connects to a roof beam and grabs the end of the web, he swings down like a pendulum but struggles to control himself, crashing into a wall. After Peter gathers himself together Harry realizes they are running late for Science class, the first of the year, they quickly gather their bags and run off to class.

**Oscorp Building**

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><p>Peter and Harry arrive to class late; Dr Connors has already started his class. The boys try and sneak in but Connors sees them and stops the class. He stares at them saying nothing, the whole class begin looking at each other then look back at the two boys. Harry begins to speak but Connors cuts him off, "Take your seats and I will speak with you after class." The boys join the class, walking sheepishly and taking their seats, Gwen looks back at Peter, they exchange a little smile and Peter waves to her, but quickly stops as Dr Connors glares at him.<p>

Dr Connors continues where he left off, detailing how their experiments have been continued over the summer holidays with the help of Michael Morbius and Miles Warren. They will be enhancing their experiments further with a new generation of trans-genetic subject whose abilities will be beyond anything they've seen. Connors follows this with the news that the Oscorp Science Academy will be showcased at the Stark Expo. The students erupt in excitement; the Stark Expo is the largest science and technology exhibition in the world, and this year's promises to be the biggest ever. Connors explains how the Science Academy have been given a one month spot at the show to demonstrate their experiments and free entry to the show.

After the discussion and excitement dies down the students return to their stations to see how their subjects have faired over the summer. Peter and Harry test their spiders and see if their reactions have increased substantially. The students excitedly share each projects progress, the cuttlefish's ability to change color and shape, a beetle's enhanced strength and a cuticle 10 times stronger than previous, you can't even kill it with a hammer, the student demonstrates with a hammer, the beetle, though startled, continues walking. Students continue showing off their subjects, a scorpion that pulls an object 100 times its weight, a praying mantis with enhanced senses and a grasshopper that can jump 10 times higher than normal.

After the lesson Peter and Harry meet Connors in his office, Harry begins apologizing to Connors who smiles and waves it away, "Don't worry boys its fine, I wanted to speak to Peter about his abilities."

"I've been getting stronger, my ability to climb up walls is also improving" Peter explains.

"That's great Peter, what about your sixth sense?" Connors continues, "It's still hit and miss, though more miss than hit" Peter explains, "I haven't really had much of a need for it so maybe that's why?"

Connors nods his head, "That could be it, it's still remarkable how you've developed these abilities, I'll need to perform some more tests" Peter reluctantly agrees then asks "have you found anything in my blood? Are you getting close to a cure?"

"I'm making progress, but still a little way to go."

Harry jumps into the conversation, "Imagine when you do, you'll be able to grow your arm back sir."

Connors smiles and sees the boys out, as he sits back in his chair he looks down at the stump poking out of his lab coat sleeve. He begins daydreaming and remembering where it happened, the day that changed his life forever.

_Smoke fills the air, all Curt Connors can smell is smoke, all he can see is black, and all he can feel is pain. Connors struggles out of his seat and stumbles out of an opening into the cold night air. His ears ring and eyes take a few seconds to adjust, its only then he turns to see the plane he was flying a minute ago burning, a large hole in the side where he just emerged from. As the magnitude of what has happened dawns on him the pain takes over, the flood of blood down his leg pulls his attention to his arm, or where it used to be. Connors looks down in horror, his face turns pale and he drops to his knees_.

**Oscorp Research Facility - Oscorp Tower**

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><p>Late at night the halls of Oscorp's main research facility are empty, but for a single soul, Dr Otto Octavius. Octavius sits at his desk behind a computer, furiously typing away inserting variables into his equation. He finishes this round of variable and runs the calculation, the screen shows an estimated time of 12 hours. Octavius sits back in his chair, relieved to have finally finished this attempt at utilizing dark energy to power a wormhole.<p>

"Ahhhh, I think that's it, I can't wait to see Dr Selvieg face when I out publish him in his own field," Octavius says to himself alone in his office. Octavius sits silently contemplating his achievements then his mind shifts to what he really wants to work on, fusion energy. Octavius looks down at his brief case and pulls out two USB sticks "Time to finish this."

Octavius walks across the main laboratory, looking around for any sign of activity but there is nobody else around. He walks over to a mainframe-networked computer, inserts the first USB a cloaking his activity, then the second USB. Octavius hacks into the secure Oscorp files and downloads schematics from body armour and plasma cannons. As he finishes downloading files he hears a noise in the background, someone else is in the lab. Octavius quickly takes out both USB sticks and rushes back to his desk. As he sits down in his chair, flustered and anxious, a co-worker Mary Alice Anders pokes her head in through the door.

"Hi Dr Octavius, working late again tonight?" she asks. Octavius immediately smiles and relaxes when he's sees her, "I'm just finishing up now, how are you Mary?" he replies.

"I'm good, just heading home, would you like to walk with me to the car park?" she asks, "I would like that" Octavius replies and quickly gathers his belongings, including the two USB sticks.

As the two take the elevator down to the car park Mary asks about Octavius work.

"My project is creating a space bridge, a wormhole from this point to another in space allowing instantaneous travel"

"That sounds… impossible" Mary responds, "My work is mostly theoretical, but it's definitely possible, all we need are the calculations and the power"

"How much power?" Mary asks, totally enthralled by the conversation, "A lot, more than we can produce, I'm working on a prototype, powered by a theoretical power source, they call it a cosmic cube, but it's all theoretical at this stage."

As they arrive at the car park Mary bids goodbye to Octavius, "Good night doctor, I look forward to seeing your prototype one day" Octavius smiles broadly, "You'll be the first."

Octavius sits in his car and takes out a phone taped underneath the seat, he sends a text message to Justin Hammer, [I have the data, lets meet].

**Hammer Industries**

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><p>Justin Hammer is working late again with his scientists, incorporating the propulsion technology into their battle suits. The scientists tell Hammer it will take months to get it to work, "I haven't got months, Oscorp is already there, they have it working, they have gliders, body armor, plasma cannons, what do we have?" Hammer complains rubbing his temples in an attempt to relieve the stress.<p>

Hammer is furious, "Come on guys, I'm going to lose this contract to Oscorp unless we get this working" the scientists look at each other silently, "I've just booked the prime spot at Stark Expo, I need something to show them, guys?"

Hammer is again met with silence, he storms off in frustration, out of the warehouse and into his waiting limousine. He sits down and pours himself a straight whiskey "What am I going to do?" Hammer asks himself, as he contemplates his next move he feels a vibration in his pocket, he takes out his phone and reads the message [I have the data, lets meet]. Hammer's face lights up with a sinister grin, "Well if we can't speed up, maybe Oscorp will have to slow down."

**Wrestling hall**

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><p>The next day after school Peter rings his Aunt May to let her know he's studying late again with Harry. As they do every Thursday the two boys meet and head off to the wrestling hall for Peter's other job. The two boys chat as they walk to the hall, "Pete, you know you don't have to do this, I can help your Aunt May with bills, my father wouldn't even notice."<p>

Peter smiles warmly and places his hand on Harry's shoulder, "I know Harry, and I appreciate it, but I owe it to my Uncle Ben's memory, to follow what he said."

"Power and Responsibility?" Harry asks mockingly, "Yeah exactly, it's important that I'm responsible for my family, for the memory of Uncle Ben… plus its kinda fun."

"Ok Pete, fair enough, time to get your game face on, I'll meet you afterwards."

Peter heads down a side street and gets changed into his wrestling costume, a red and blue outfit with large white eyes, web styling throughout and a large black spider insignia on the front and back. Peter walks through the front entrance and waves to the guard who lets him straight through. Peter waits in the change rooms with the other wrestlers, one of them, another newcomer, asks "Why are you always in costume, are you like disfigured?" Peter chuckles to himself, "It's all part of the mystery, am I a Spider-man, or a man-spider" The young wrestler looks at Peter strangely then goes back to getting his outfit ready. Peter sits silently waiting for his fight, suddenly the change room becomes quite, and Peter looks up and sees a giant man walk in.

"Who's that?" Peter asks, "That's Crusher Hogan, undefeated champion, if you beat him you get five thousand dollars."

Peter becomes excited, _five thousand dollars, that will pay the bills for months_.

As Peter enters the arena he looks around and sees that it only a quarter full. Peter is an undercard starting his fifth match, he's undefeated and working his way up to the main event. The promoter tells him to remember "You get $500 per fight if you win, $100 if you lose, go make some money."

Peter steps into the ring as the announcer introduces the Spectacular Spider-man, New York's newest wrestling prodigy to the crowd. Most of the crowd give a lukewarm applause or out right boos. Next the announcer introduces his opponent to the applause of the crowd, Python, a six foot tall man mountain, as wide a he is tall but all muscle.

Peter is now beginning to mix it with the big boys, not the main event but close enough. As the bell rings Python charges at Peter who avoids him easily, Python may be big, but he's slow. Peter plays with him, ducking weaving, jumping off turnbuckles and flying over his head.

Python becomes enraged and while Peter gloats to the crowd, Python grabs Peter from behind, raises him up in a bear hug and slams them both into the canvas, Python on top of Peter. Python rolls off Peter who gets back to his feet. Python attacks Peter again but this time Peter attacks back, grabbing pythons arm and flipping him over his shoulder and on to the canvas. After another few attacks Peter finally wears him down and wins on a three count. The announcer proclaims the Spectacular Spider-man the winner, to a few cheers, led by Harry, others however boo at the loss of their favorite wrestler.

Peter leaves the stage and meets the promoter, "Well done son, another five hundred large for you" the promoter hands over a wad of cash "Maybe next week you can show us your face?" he asks, "Maybe, for five thousand, for a fight with Crusher Hogan?" Peter replies. The promoter laughs at him, "Oh kid you've got to earn that, if you make a name for yourself maybe… one day."

**Outside wrestling hall**

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><p>Peter and Harry meet down the road from the hall so Peter can get changed then head back to the train station. On their way a fire truck speeds past them, blaring sirens and lights heading down the street. The boys run after it and as they turn the corner they see a building on fire.<p>

A woman hangs out of her window attempting to escape the intense flames spreading through the sixth floor. The fire rages blowing out windows as it moves closer and closer to the stranded woman. The fire truck the boys were following is stuck in traffic and can't get its ladder close enough to the building, to rescue the woman.

People are screaming, panicking yelling at the fire brigade but the traffic jam isn't moving; the occupants have left their cars taking photos and video of the fire. Peter tells Harry, "I have to do something, I'm the only one who can help."

Harry's face fills with concern, "Peter, what happened to a low profile?"

"I can't let her die Harry" Peter replies vehemently, he begins to run towards the building when Harry grabs his arm and urges, "you need to hide your identity."

"Peter looks in his bag at the wrestling costume inside, "I need somewhere to get changed."

Harry points across the road at a phone box, "What about there" he suggests, "That's the stupidest idea ever" Peter replies, he then ducks into an alleyway, puts on his costume but leaves his boots and gloves off. Peter lastly puts on his web slingers.

"What are you planning on doing?" Harry asks puzzled, Peter just smiles back, "Watch."

Peter climbs up the wall of the building to the roof, he walks to the edge and measures his distance, once he's sure he's done the calculations he fires a web at a higher building and swings down almost to the ground but the webbing lifts him back up to the sixth level where the woman hangs out the window about to fall. As Peter swings past she lets go of the window and falls straight into Peter's arms. Peter grabs onto her tightly, lets go of the webbing and lands on the pavement below, as soft as a cat.

The crowd erupts in applause; the woman is visibly shaken but thanks Peter repeatedly.

"Who are you?" she asks as the crowd begin to converge, "I'm Spider-Man" Peter responds.

"Why aren't you wearing any shoes?" she continues, Peter looks down slightly embarrassed, "Um yeah well I better get going" Peter shoots a web up to the side of the building and swings away from view of the crowd.

Peter stands on a rooftop pleased with himself looking down at the frenzy within the crowd. Peter eventually looks around for a way down, he sees a low rooftop further down the alley, he shoots a web confidently and swings down towards it. Peter however hasn't got the distance he wanted, he lets go of the web but doesn't make the rooftop, hitting the building wall and attempting to grab it with his hands and feet, scrambling to get a hold of something as he falls to the alleyway floor. Peter falls directly into an industrial waste bin full of food scraps, slowly picking himself up, and the food scraps from his costume.

Peter walks to the end of the alleyway where Harry is waiting, "Come on Pete stop mucking around."

"Did you see that Harry, I totally saved that girl, like a super hero."

"What happened to low profile, you told her you're wrestling name, you'll be in the media for sure, and Mr Smith isn't going to like that."

"Sorry, I just got carried away"

The boys part ways and head home.

Peter returns home, his Aunt May is asleep on the couch in front of the TV waiting for him. Peter puts a blanket over her to keep her warm, turns off the TV and places his winning in her savings tin.

**Peter Parker's house**

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><p>The next morning Peter wakes Aunt May up who is still asleep, she is a little startled and doesn't realize what time it is, Peter has made her breakfast and has left some money on the table for her. Aunt May protests but Peter insists, "Aunt May, you've given me everything in my life, this is the least I can do."<p>

Aunt May begins to weep and hugs Peter thanking him and reminding him how much of a good boy he is, and how much he reminds her of his Uncle.

Peter head's off to school but on the way he spots the headline on the front page of the Daily Bugle [Wrestler rescues woman from fire]. Peter continues to read on as it explains "local wrestler, known only as Spider-Man, swung to the aid of a young woman who was seconds from death. The article ends with [Could this be New York's answer to Iron man?]

Peter's face lights up with excitement and pride, _New York's answer to Iron man, nice_.

**Oscorp Boardroom - Oscorp Tower**

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><p>Norman Osborn sits down at the board table looking at various pictures, all taken of Spider-Man's spectacular rescue the previous night. He also has a number of monitors set up showing video footage, both of this incident and those Peter has been involved in previously.<p>

Jameson walks up behind him and bellows, "What is all this crap? Why have you called me here? Why haven't we won that contract yet?"

"Don't worry Jameson, our technology is more advanced than Hammer, and Stark isn't in the industry." Osborn replies, "Once we finalize the super soldier program then we will take every military contract in the US and the world!"

Jameson complains, "No one cares about super soldiers anymore, its all technology now!"

Osborn replies, "Super soldiers are everything, the U.S. government have been trying to replicate Captain America for the last 70 years, if we crack the code we will supply every soldier in their army, in every army."

"So you keep telling us, what does this have to do with me?" Jameson replies grumpily.

"To get our super soldiers we need to catch this new vigilante, we have a lead but we need you to promote him." Osborn throws down an issue of the Daily Bugle, "If we keep him in the headlines, and make him a hero, we can capture him."

Jameson laughs, "I'll make this boy the most famous hero in New York."


	3. The Wrestler

**Midtown High**

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><p>Over the next week both the media and school are a buzz about Spider-Man. All the students can talk about is New York's newest superhero and celebrity. Peter's pride grows every time someone mentions how amazing Spider-Man is or the spectacular way he saved that woman he gets a broad smile on his face.<p>

"What are you smiling at Peter?" Gwen asks inquisitively, "Oh hey nothing, just how cool this Spider-Man guy is" he replies.

"I know, he's sensational, saving that woman from the fire, stopping criminal, he's just what this city needs" Gwen boast excitedly.

Flash, MJ and Liz join them, "Hey guys look at this" Flash opens his jacket to reveal a Spider-Man shirt, "How cool is this."

The guys ask him questions about where he got it, how much it costs, all Peter could think of is, _shouldn't I be getting a cut of this?_

The conversation now moves onto where Spider-Man came from, the group begin discussing many theories to Peter's amusement, "He's a super soldier like Captain America" Gwen proclaims, "No he's a government experiment, they're messing around with DNA and things" MJ joins in "He's shooting webs from his hands, I mean that means his a mutant yeah?" she finishes.

"Actually it would make him a mutate, mutants are born with abilities, mutates abilities are made after birth" Peter adds.

"Maybe it's the Masked Marvel, the guy who saved us in the Auditorium last year?" Liz suggests, the group goes quite in contemplation. Finally Gwen breaks the silence, "It makes sense, the same guy who saved me at the dockyards as well."

"Nah this guys is super strong and shoots webs from his hands, totally got to be a different guy" Peter disagrees.

The bell rings and the group go to class, all quietly thinking about Liz's comment and who is Spider-Man.

**Oscorp Tower**

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><p>Later that day Peter, Harry and Gwen attend their Science class in Oscorp Tower. As they sit down waiting for the class to start they notice Dr Connors and his assistants are very nervous and checking all their papers, experiment enclosures and facilities.<p>

"What's up with Connors?" Gwen asks the boys, "I don't know, they look on edge, nervous even" Peter replies.

"I know what it is" Harry jumps in, "The king is coming to visit his subjects."

Gwen and Peter look at each other with confusion, then Norman Osborn walks into the room accompanied with Mendel Stromm, the student cheer, Peter and Gwen look at each other with surprise and Harry mumbles profanities under his breath.

Norman begins with a speech to the class, outlining how discovery is the essence of science, how pushing the boundaries of science can benefit society, humanity and the bottom line. Norman describes how he was a budding young science student and through his discoveries and perseverance he began a company which is now one of the largest in the country.

The students all applaud with enthusiasm, they take to their experiment stations whilst Norman examines their experiments.

Harry and Peter measure the strength of the spiders, they've given each one a name and cheer and high five as one exceeds the previous generation. Norman speaks with Harry and Peter, he's impressed by the results they are achieving. Norman comments that Peter must be carrying the load, it appears he has a good influence on Harry. Norman continues that maybe if Harry was more like Peter he would be fit enough to lead Oscorp one day.

After Norman leaves the class returns to normal. As the class begins to leave Connors asks Peter to stay behind. When the class has gone Connors asks Peter whether he was behind the Spider-Man incident, Peter admits he was. Connors tells him that he can't wrestle anymore and he needs to be more careful, people will kill to learn about his super powers. Peter agrees and leaves the room smiling and waving to Connors.

Dr Connors looks over at Peter as he leaves and begins daydreaming.

_Connors kneels down, pain shoots up his right arm as blood forms pool at his knees. His ears are ringing, his head spinning and he feels like he's in a bad dream. Through the ringing, the explosions and burning fires, Connors hears something that draws his attention, the screams of the child. Connors suddenly breaks out of his dream state and forces himself back to his feet. Connors, in pain, weak from blood loss, dazed, he stumbles back through the hole in the plane fuselage. As he enters they are many people injured or dead in the seats, whilst others scramble past him to safety. Connors looks down and sees a young boy still in his seatbelt crying for help. Connor's reaches down and opens the boys seat belt with his only hand, pulls the boy up out of the seat and stumbles back out of the plane. As Connors walks away from the plane he begins to lose consciousness, he stumbles and falls to the ground still holding the boy as the plane explodes_.

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><p>At the front of Oscorp Gwen and Harry waits and asks if he got in trouble, "Nah not really, Connors just wanted to ask me something, about our experiment."<p>

"You never get in trouble, you're his favourite, the teachers pet" Gwen pokes fun at him, Harry joining in. Gwen kisses Peter goodbye and heads for her lift

Gwen finally leaves for her car and the two boys walk to the nearest subway station speaking about the shuttle launch next week. As they walk the boys hear yells coming from an alleyway, they walk down to investigate and see a man getting mugged, Peter quickly pulls out his wrestling costume, Harry tries to stop him, "Is this a good idea?" he asks, "Harry, remember Uncle Ben's words" Peter replies, "Ok" Harry finally agrees.

Peter places his webslingers on and runs up to the mugger, grabbing him form behind, relieving him of his knife and throwing him across the alleyway. The mugger recovers from his knock, as he looks up and realises he's facing Spider-Man fear pulses through his body, he tries to run but Spider-Man shoots a web, sticking his hand to a pole, "Stick around" Spider-Man says laughing to himself, the victim thanks him, "You're the spider-man, you're a hero, thank you so much."

Spider-Man becomes embarrassed, "No sir I'm just a concerned citizen trying to help those in need" as Peter continues explaining, the victim interrupts him, "Hey he's getting away."

Spider-man turns around to see the thief has cut the webbing with a spare knife and runs down the alleyway. Spider-man runs down after him, past a hiding Harry, and turns the corner seeing the thief entering the subway. Spider-man stops and shrugs his shoulders taking a mental note, _next time web both hands_.

**Forrest Hills - Internet Cafe**

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><p>The next morning before school Peter enters the local internet cafe, using Harry's specially made encryption usb, he logs onto his secure email, Spider-Man92 . As Peter reads through his emails he see a new email from the wrestling promoter.<p>

The email asks if Peter is available to fight Crusher Hogan for $5000, and to call him for more details.

Peter's eyes light up, _I can do so much with five thousand_. Peter considers Connors warning about going back to the wrestling.

_It'll be fine the men in black are gone, what possible problems could I have. _

Peter decides against Connors advice and rings the promoter who explains that his prominence in the Daily Bugle means people are desperate to see him wrestle, the place will be full.

Peter agrees to the match up until the promoter includes one more point, Peter will need to reveal his identity. Peter is shocked and refuses, the two discuss back and forth until a compromise is made, "If Crusher Hogan defeats me, I'll reveal my identity, but only if he defeats me." The Promoter agrees and the deal is done.

**Wrestling Hall**

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><p>Peter and Harry walk towards the wrestling hall as they have many times, but this time there are crowds of people heading towards the stadium. Peter struggles to find a quiet place to get changed, as Harry joins the masses. Peter eventually gets changed behind a bin and steps out in costume as Spider-Man. Spider-Man notices the masses heading towards the hall at each end of the alleyway, he realises he can't casually walk to the hall anymore. Spider-Man takes his boots and gloves off, looks up at the side of the building, climbs to the top and travels along to the rooftops until he is across the road from the hall. As lines of people wait to purchase their tickets and get into the front door Spider-Man swings overhead to the front door, sticking to the wall overhanging the entrance. The crowd cheers and Spider-Man waves to them and the security guard who invites him in.<p>

In the change rooms all the other wrestlers are excited to see Spider-Man, they crowd around asking questions about where he's from, how he can climb up walls but Peter resists the temptation to show off and leaves the rest of the group to sit alone with the promoter. Firstly the promoter congratulates Spider-Man on his entrance, the two speak about the fight and their agreement, Spider-Man will reveal his identity if he loses, but only if he loses. The promoter agrees and shows Spider-Man to his private change room, he gives him one word of advice, "Remember, you're an entertainer, not a wrestler if you put on a great show they'll keep coming back and you'll keep getting paid."

When the main event starts, Spider-Man v Crusher Hogan is announced, Spider-Man enters the packed stadium to cheers from the crowd, "Spidey, Spidey." Spider-Man waves to the crowd, pumping his fists like a heavy weight boxer about to fight for a world title. This week the promoter has even organised a theme song for him, "Spider-Man, Spider-Man, does what ever a spider can." As Spider-Man approaches the ring he doesn't use the stairs to enter, he bounds onto the turnbuckle in one leap, crouching on top of it then jumping up, summersaulting before landing in the middle of the ring to a deafening roar.

The crowds delirious applause then falls silent as the hard rock theme song for Crusher Hogan. Crushers' fans yell in excitement as the nearly six foot supreme athlete enters the arena and heads to the ring. The announcer lists the achievements of the still undefeated champion, _maybe this wasn't the best idea,_ Peter thinks to himself.

Crusher enters the ring, though the same height as Spider-Man, Crusher is much larger and unlike Spider-Man's previous opponent, Crusher is fast, strong and smart. The announcer explains the rules to the wrestlers and crowd, including the outcome if Spider-Man loses. The crowd go wild at the notion of finding out who Spider-Man is, they're as interested in seeing him win as finding out who he really is.

The bell rings and the two begin circling, sizing each other up. Peter as always doesn't engage first but reacts to his opponents, Crusher however knows this and doesn't engage. The two continue to circle each other as the crowd begins to boo and hiss in frustration, "Boring, Boring" some begin to yell. Peter is mindful that he's an entertainer, seeing the promoter on the side urging him to attack Spider-Man leaps in to grab Crusher who slips to the side, throws Peter into the ropes and elbows him in the face as he rebounds off. Spider-Man hits the canvas but quickly rolls away and gets up before Crusher can land another blow on him.

This time Spider-Man is more cautious in his attack, he approaches Crusher slowly and as he gets close Crusher grabs him, picks him off the ground and flips him onto the canvas with crusher on top of him. Peter is winded, Crusher grabs Spider-Man's leg for a count, on the second count Peter comes back to his sense and pushes Crusher off him with his arms, sending him into the air, a collective gasp of astonishment comes from the stands, even Crusher looks at Spider-Man with disbelief. Spider-Man gets to his feet but Crusher is again on top of him and grabs him in a bear hug with one arm and the other he places on Spider-Man's mask asking the crowd if he should remove it to which they frantically agree.

As Crusher is about to remove the mask, Spider-Man breaks free from his hold, pulls Crusher's arm behind him to the cheers of the crowd. Spider-Man now takes crusher into the ropes, rebounding him off and slamming him into the canvas. As Crusher best back to his feet Spider-Man has climbed the turnbuckle and leaps through the air with an elbow hitting crusher square in the face. Crusher grabs Peter and tries to pull him onto the canvas but Spider-Man's strength now shows, he pulls Crusher up and above his head, slamming him into the canvas then promptly laying on top of him, holding up his leg to a three count by the referee and Spider-Man is now the victor.

The announcer enters the ring presenting Spider-Man as the new champion, Peter waves to his fans and leaves the ring to meet the promoter in the change rooms. In the rooms the promoter tells Spider-Man he needs to send his winning to a bank account, only the undercards are paid in cash. Peter is extremely disappointed and angry, "Why can't you pay cash like before?" he asks.

"It's government regulations kid, nothin' I can do about it, plus I don't have 5k in my wallet"

"What about all the cash you made tonight?" Peter asks angrily, "And all those t-shirts you're selling, where's my commission for that? That's my intellectual property" Peter growls.

"No worries kid, we can work it out when you give me your bank details and take off that mask, otherwise there's no deal."

Peter is enraged, _I can't believe he's doing this to me, maybe I should reveal my identity, for the money, for Aunt May? _Peter sits quietly thinking about the money, but also contemplating what could happen if the men in black, Maggia or anyone else knew of his power.

"Sorry, I can only work in cash" Peter informs the promoter who is genuinely disappointed, "I'm sorry as well kid, we could have made a lot of money together."

Peter gets up to leave despondently when the promoter stops him, "Here's the five hundred at least, it's the most I can give you in cash." Peter takes the money and leaves through a back entrance avoiding the crowds.

**Outside Wrestling hall - New York**

* * *

><p>Peter walks down the alleyway still in costume, head slumped, alone and disgruntled with the promoter and the failure of his plan to help his Aunt May. Approaching the street Peter suddenly feels his spider-sense tingle with danger. Peter looks up, darting his gaze back and forth then upward where he sees a net flying down in his direction. Peter jumps to the side out of the nets path narrowly avoiding being it. Peter now sees multiple figures dressed in black fatigues, the same as Tombstone's men from the shipyard, approaching from all directions.<p>

Peter begins to flee away from the road but more men appear, armed with tazers. The leader of the group stands on his phone taking orders, "I want him alive" he is told, "Capture, don't kill" the leader tells the soldiers.

All the men converge on Spider-Man who leaps over two of the oncoming men, turning them around and pushes them into the group of on coming soldiers leaving them in a heap. Two other soldiers close in on Spider-Man firing tazers at him, his reflexes are too quick avoiding them and attacking both men. One of the men has a bionic arm, he grabs Spider-Man who struggles to break free. The other soldier takes out a tranquilliser gun and fires it at Spider-Man who quickly darts out the way. The dart put the other soldier to sleep whilst Spider-Man attacks the gun wielding man, punching him firstly in his metal chest causing him much pain, but then finding his soft human parts and pounding them. The rest of the soldiers catch up and try to tazer Spider-Man but he fights through, injuring the soldiers in their human flesh.

Though Spider-Man injures many of the men, putting them out of commission, there are too many for him and he fires his webbing onto the side of the building and pulls himself to safety. Climbing up the side of the building tazer and tranquilliser darts fly but none hit him.

Spider-Man arrives at the top of the building, breathing heavily, relieved to have escaped. After a few deep breaths he looks across at the two soldiers approaching him, guns pointed ready to fire. As they're about to shoot Spider-Man darts across the roof as more soldiers emerge from the roofs access door.

Spider-Man leaps off the building and fires a webbing to an adjacent building swinging away wildly with little control, he flies down through another alleyway crashing through lines of laundry and into a fire escape. After a few minutes, dazed, he gathers himself together returning to the street and waits for the wave of attacks. After a few minutes Spider-Man realises that he's lost them, he takes off his suit and returns to being Peter Parker, walking cautiously along the streets to the subway. As he approaches the nearest subway he notices more men in black fatigues, Peter turns to avoid them when Harry screeches to a halt in front of him, "What the hell was that Pete?" Harry asks, "We need to get out of here, quick" Peter responds, "It'll be safe in my place" Harry reassures him and the two boys head off.

**Harry's Apartment**

* * *

><p>Peter rings Aunt May and tells her he's staying at Harry's place after a long night studying. Peter fills Harry in with all the details from his encounter with the soldiers and the wrestling promoter.<p>

"I'm going to give up wrestling, and crime fighting, its just too dangerous with the Maggia still after me."

"That's too bad Pete, I got you a special wrestling suit" Harry brings it out, it's a lot more darker and the patterns are more clearly defined on this suit. Pete forgets about his problems as his face lights up with excitement.

"I got this from my contact in the R&D department, Stanley" Harry explains, "It was a prototype for the space suits the Ares shuttle astronauts will use, its biosynthetic, which means it enhances your body's normal actions, it keeps you warm when it cold, and vice versa, enhances strength speed and its thermochromatic."

Peter looks at Harry with bemusement, "Thermochromatic?" he asks, "Yeah, when your cool, not moving or in a dark place the colours are dark, but when your hot, in the light or moving a lot the energy transforms into light, brightening the colour of your suit."

Peter finishes putting the suit on, but doesn't put the gloves or boots on, "Try the gloves, and the boots" Harry suggests, "Why? Then I can't crawl up walls."

"Bio-synthetic remember? Enhances physical attributes? It might just work."

Peter rolls his eyes and tries them on, he walks over to the wall and places his hand on it, pulling himself up he lifts his entire body off with the one hand. Peter proceeds to walk up the wall and onto the roof with his boots and gloves on.

"It actually worked" Harry remarks to himself, Peter jumps down from the ceiling, "This is the coolest thing ever Harry, thank you so much"

There's one more thing Harry ads, he shows peter a small button on his index finger, he pushes it softly, when he does the costumes eyes light up bright white. Peter looks in the mirror and is amazed. Then when Harry pushes hard the entire suit flashes a bright red and blue colour. "If you're in trouble Pete just flash them like a gazelle and run" Harry advises.

"Thanks Harry but I can't risk it, I barely escaped tonight."

"Ok Pete, that's fine, just keep it with you, just in case."

"Will do Harry."

**Oscorp Tower**

* * *

><p>At the Cybertek division of Oscorp head of robotics Spencer Smythe looks over his injured cyborgs who have returned from their battle with Spider-Man. Osborn enters the room accompanied by Mendel Stromm, Osborn looks around at the squad who are severely injured.<p>

"What is this Spencer? I thought your cyber soldiers were going to capture the Spider-Man, what is wrong with them?" Osborn asks angrily. "Sir, the cybernetic components are fine, it's the human parts that are weak" he replies.

Osborn stamps his feet in rage, picks up a spare mechanical leg and throws it into a cabinet smashing the glass and collapsing the shelves.

"Fix it" he yells, staring insanely with rage at Spencer, "I could fast track the slayer drones we are designing?"

Osborn's rage subsides, "Slayer drones?" he asks "Yes, they're designed to remotely kill or capture neutral or enemy combatants."

Osborn stands and ponders for a moment, "Put all resources into building those slayers to capture, not kill the Spider-Man."

"So you'd like a squad of Spider-Slayers then?" Spencer asks with a grin, "Yes thats exactly it, how long will they take?"

"A few weeks" he responds, "That's too long" Osborn demands and storms out of the office followed by Stromm.

In the elevator Norman laments the cyborgs failure, "Why do we bother with these machine men, they are human, they are weak."

"Sir, these cybernetics, combined with the super soldier strength and the healing factor will create you the greatest army in the galaxy." Osborn smiles at this notion, "It's why we're funding the A.I.M. think tank and their research, and our research on the OZ formula" Mendell finishes.

Osborn suddenly stands to attention, realisation floods over him and he presses floor 61. The elevator opens and the two men approach Dr Connors who is working late on his research.

"Connors, there is a super soldier running around the streets climbing up walls, shooting web from his hands" Osborn states but without a follow up questions.

"I'm sorry?" Connors asks, "The super soldier, could it be a trans-genetic, from your spiders?" Osborn continues.

Connors laughs out loud at this notion, Osborn's expression doesn't change. "That's impossible, we can't event combine arthropods DNA together, the two species are too different" Connors replies, "Plus if it really was a man-spider then it would have six arms, eight eyes and be shooting webs out its arse not its hands" Connors continues barely containing his laughter.

"How does it walk on walls, shoot webs?" Stromm joins in, "Suction caps, release valves, its all technology not biology" Connors explains. "Very well" Osborn concedes as he turns and storms off.

As the two leave in the elevator Connors thinks back to when Connors and Osborn's friendship began to fall apart.

_Connors sits in the lab surrounded by fellow scientists two Russian, two American and Osborn. Connors vehemently argues with Osborn, "We can't experiment on them, they're human beings not lab rats." Osborn waves away his protests, "What is the price of saving the world Curt? Would you risk the lives of millions, for the sake of a few?" Connors looks at Osborn with despair, "What kind of world would be left to save if we don't?" Connors grabs his coat and storms out the lab, Osborn looks at two of his men lurking outside the door of the lab, he nods his head in Connors direction and the two follow him_.


	4. Friendly, Neighborhood Spider-Man

**Midtown High**

Over the next week New York, the media and Midtown High have talked about nothing except Spider-Man; it has even overshadowed the Stark Expo later on that night.

"Hey Pete, are you excited for the show tonight?" Gwen asks with a broad smile, "Yeah can't wait to check out the Oscorp exhibit, and the anti-dementia drugs being showcased at Advanced Idea Mechanics.. Oh and" Peter continues listing events when Gwen places her finger on his lips stopping him mid sentence. MJ has arrived and Gwen immediately asks her, "Do you want to come to the Stark Expo tonight?"

MJ is confused and hasn't taken on board what Gwen is asking, "Ha, what, where?"

"Harry has a spare ticket to the expo, he asked if you wanted to come?"

MJ begins to blush, "He wants me to come to the show, really?"

"Yeah, Harry really likes you, he…" Peter replies before Gwen hits him stopping him mid sentence again.

"You should come, keep me company while the boys look at their toys" Gwen asks MJ who smiles and nods in agreement, "Ok why not, sounds fun."

**Stark Expo - Flushing Meadows**

The four move through the thick crowds heading into the Stark Expo and towards the main stage that is already full to the brim. The group tries to get a good vantage point to see the stage but only get a glimpse. They wait in anticipation, discussing how Tony will make his entrance, will he talk about Iron Man and which exhibits they will visit.

—

15,000 feet above Tony Stark stands in military jet in his latest Iron Man suit, he speaks to Pepper Potts on the phone.

"Where are you Tony, I can barely hear you" Pepper asks with frustration.

"I'm just getting ready for the show."

"What's that I can hear in the background?"

"Oh that, its just a hair drier" Tony replies smugly.

"Sir 2 minutes to the drop zone" the pilot announces over the speaker.

"Drop zone? Tony where are you really?"

"Sorry, what was that… you're breaking up" bzzzt Tony hangs up.

"Let's give them a show they'll never forget."

Over the speaker the pilot announces, "Two Seven Zero at 30 naughts holding steady at 15,000 feet. You are clear for extro-tation over the drop zone." Iron Man steps up to the edge of the cargo ramp and jumps free of the plane.

—-

At the main stage a line of dancing girls dressed in skimpy Iron Man outfits dance in unison to AC/DC's Shoot to thrill as a pre-event announcer builds anticipation for the opening. Fireworks begin flying up into the sky, the whole crowd erupt into frantic applause and screaming as they look up high at the rockets exploding.

"What's that?" Peter asks Gwen pointing to the sky, "Fireworks?" Gwen quips back sarcastically, "No that, there's a rocket flying downwards, it couldn't be…" Peter trails off as the rest of the crowd notice the rocket heading straight down at them. The crowd begins to quieten as people begin holding their breath in fear and anticipation. As the rocket draws nearer the familiar red and gold design becomes clearer and the crowds noise begins to rise until, BOOOM, Iron Man lands into the middle of the stage to a backdrop of explosions and flashing lights.

The crowd erupts into a fever pitch of overwhelming excitement bordering pandemonium. Iron Man's suits is removed by robots located within the stage, piece by piece until Tony Stark is left to absorb the adulation of the crowd.

The group try to get a glimpse of Tony, peering through the many up stretched arms holding smart phones taking photos and videos of the event. During Tony's speech about being Iron Man and the importance of science Harry helps MJ up onto his shoulders so she can see the action, Peter noticing this does the same with Gwen.

After Tony's keynote speech the crowd disperses to view the various exhibits throughout the park. The group firstly goes to the Oscorp Science Academy exhibit to see the presentations of their experiments. Miles Warren is hosting it, explaining what their experiments are doing and how it will change the world. When the group arrives Miles immediately spots Gwen and breaks off his conversation to greet her.

"Hi Gwen, so great to see you, how do you like the show?"

"Fine thanks Dr Warren" Gwen replies, "Call me Miles" he tells her.

The two begin chatting away leaving Peter standing by himself awkwardly trying to not appear that he is now a third wheel and waiting for them to finish. Harry and MJ stand a few meters away laughing and chatting, Harry looks across at Peter and raises his eyebrows in surprise at the long conversation between Gwen and Miles. Peter cuts in and apologizes to Miles, informing him that they need to leave. Miles is displeased by Peter's rude interruption but reluctantly says goodbye.

As the group leave the expo Gwen and MJ excitedly talk about Tony Stark, "He's smart, rich good looking" they list, "and old" Peter adds.

Gwen smiles, "Don't worry Pete, you're still my number one."

As the three walk away Harry lags behind scratching is head, "I'm rich, smart, alright looking and young, what's wrong with me?" he says to himself.

Outside the expo Gwen takes Peter onto the opposite side of the street, giving Harry and MJ some time alone. After much walking Harry's limousine arrives, before he gets in MJ and Harry kiss, Harry looks very uncomfortable and freezes. After that brief moment the two exchanges some awkward glances in silence then Harry leaves in his limousine.

MJ runs over to Gwen and begins blurting out about their date and the kiss totally ignoring Peter. They begin walking together away from Peter, "Hey don't you guys want me to walk you home?" he asks, "No where fine, see you tomorrow" Gwen replies and they continue their conversation.

Peter begins walking home, along the same route as the girls, but 20 meters behind. The girls head down a side street leading towards Gwen's house. Peter walks straight towards his house, as he glances down the side street he notices a small gang hanging out on a doorstep. Peter stops at the corner and surveys the situation; he notices some of the gang yelling towards the girls who cross the road to avoid them.

_I don't like this, I've got to do something… no wait Spider-Man needs to do something._

Peter gets changed out of site and climbs up the side of a house, running and jumping roof to roof. On the third roof his foot goes straight through the tiles. Spider-Man quickly pulls himself up and continues in pursuit, watching the gang follow the girls and chase them down behind a row of shops into a dead end.

The five men begin laughing and taunting the girls, "Which one shall we have first?" one asks, "The blonde, definitely the blonde" another man answers. "I heard red heads have more fun?"

"You don't scare me… you're pathetic" Gwen yells at the men who laugh at her.

"Shut up blondie" one of the men yells back, "Shut up?" Gwen asks, "Come and make me shut up, I'll kick you in the balls" she continues with anger.

The men continue to laugh and taunt, "My father is a police officer, you touch us and there will be 20 cops here beating your Neanderthal hides."

One of the men's patience has grown thin, he approaches Gwen, arms outstretched to grab her when she pulls out her mace and squirts him in the face. The man scream out in pain, rubbing his eyes and rolling on the floor. The other men laugh at their friend, Gwen looks down at him as he rolls around, as she does one of the others grabs the mace from her hand and pushes her to the ground. MJ quickly runs to Gwen's aide comforting her as the four remaining men bare down on them.

"Close your eyes" a voice asks the girls, "I'm not going to close my…" Gwen begins to reply when she realizes the voice was not from in front of her, but behind her, and above her.

"You probably don't want to see this" Spider-Man suggests to her, "Actually I really do" she says with a smile, "Hey what the" one of the attackers begins but Spider-man immediately shoots webs at him, the first two miss but the third hit him in the face. He runs backwards trying to rip it off, Spider-Man shoots another web into his groin then attacks the rest of the group, punching, kicking and throwing them around like rag-dolls. Spider-Man uses his web net to stick the thugs to walls and the floor. One member tries to escape, Spider-Man runs behind him, climbs up the wall to get the right angle and shoots a web net that sticks to two poles, the gang member runs right into it. Spider-Man returns to the two girls who are back on their feet and have been excitedly following all of Spider-Man's moves.

"Thank you so much Spider-Man, you saved our lives" Gwen gushingly praises him.

"It's all part of the services from you're friendly neighborhood Spider-Man"

MJ stares at Spider-Man with intrigue to saying a word. "Spider-Man, can I ask, are you the same person that saved me from the Maggia?" Gwen asks. Spider-Man shifts uneasily, weighing up whether he should tell her the truth or not.

"Yes, that was me" Spider-Man blurts out without anymore thought, "I knew it, you are amazing, spectacular, you're my hero" Gwen lavishes him with more praise and gives him a great big hug. When she lets go of him she looks up at him with pure adoration.

"You sound kinda familiar Spider-Man, do we know you?" MJ asks interrupting their moment. Spider-Man now panics, "Um, I've got more people to help, be safe girls" he responds in a deeper voice, shooting a web onto the side of the building and gliding away.

The two girls exit the alleyway, Gwen taking a moment to walk over to one of the gang members and kick him in the groin, "Told you."

**Midtown High**

The next day at school Gwen can speak about nothing except how Spider-Man saved her. The whole school wants to hear the story, which she tells everybody. MJ ads her bits and pieces but is not as interested as Gwen. Peter, though being sidelined by all the attention on Spider-Man, enjoys it as he secretly knows everyone loves him.

Even Flash is obsessed and suggests they should have a Spider-Man fan club. Peter takes some time away from the excitement to call Harry. Peter explains what happened last night and the reaction at school today.

"I'm thinking I should tell Gwen who I am, like the other me," Peter tells him.

"Are you coming out of the closet?" Harry asks mockingly, "You know what I mean."

"Pete, that's a really bad idea, she needs to like you for you, and telling her will only risk her life."

"But we will become so much closer if I did" Peter responds, "Maybe, but for how long? If something happens what stops her from selling your identity to the papers, what if an enemy targets her?"

Peter considers Harry's words and agrees, "Ok Harry, I won't tell her."

**Undisclosed location - New York**

Justin Hammer meets again with Otto Octavius in the parking lot of an abandoned super market. Otto walks up to Hammer's limousine and hands him the USB with all the data.

"Is this everything?" Hammer asks, "Yes, I've got everything you asked, so now, what about my laboratory?" Otto asks impatiently.

"Hey, yeah Otto it's nearly complete, we can go visit it when I get back from DC."

"D.C.?" Otto asks, "Oh yeah there's a little senate committee thing I'm going to but it'll only take a day, then we'll go see you're new lab."

Otto is skeptical of Hammer, "Ok Hammer, you better not be playing me."

"Hey no, Otto, you're my main man, we're going to change the world together, cheap clean energy for everyone."

"Ok Hammer, I'll see you then."

"Oh just one thing Otto, I need a scan of the prototypes" Hammer hands Octavius a briefcase which he opens, "This briefcase has a laptop that doubles as an X-ray density monitor which will map out the room, equipment and weapons they've created, I need this last thing for our own lab."

Octavius looks suspiciously at Hammer, and the case, "I don't know about this, they'll detect its contents and security will capture it, capture me."

"Hey, Otto, it been tested against the best security in the world, no one will detect it."

"I don't know about this, it's a little more than I signed up for."

Hammer rubs his head in frustration, "Otto, you signed up to save the world, to create cheap clean energy, the only way to do this is with me."

"It's not the only way" Otto replies, "While Oscorp have you working on imaginary cubes and space bridges I'll have you working on the world's first fusion generator" Hammer sternly tells Otto, "You're nearly there Otto, about to get everything you've wanted and show the world you are the greatest scientist that has ever lived." Hammer's appeals to Octavius' ego begin to take affect.

"Ok Hammer, I'll do it, but this is the last time."

Hammer drives off in his limousine laughing to himself, "Yes it will be the last time."


	5. The Perils of Science

**Oscorp Tower**

* * *

><p>Octavius enters Oscorp Tower through the security checkpoints. He begins sweating with fear in anticipation of his briefcase being scanned and shown for what it really is. As his case passes through the scanner the security guard stops the conveyor belt and takes a longer look at it through the x-ray. Eventually the guard nods his head and lets the case continue through to the relief of Octavius.<p>

Octavius enters the tearoom, making himself a cup of tea before his day begins, Mary also enters the room and joins him. The two become engrossed in conversation, talking deeply about important subjects but also joking and laughing about others. Octavius smiles from ear to ear, gazing into Mary's eyes without another care in the world.

"Excuse me, Dr Octavius" a lab assistant interrupts, "What is it?" Octavius replies annoyed, "Your mechanical exoskeleton arms have been completed sir, they are ready for you to test."

"Mechanical arms?" Mary asks, "That sounds interesting."

"Thank you" Octavius replies to the assistant, "Would you like to see my new mechanical arms? He asks Mary, "That would be wonderful" she replies with excitement.

Octavius and Mary head towards the main robotic prototype room within Oscorp. They enter and gaze around the room at an array of exoskeleton and weapons including a glider, plasma cannon, jet pack and body armor.

Octavius puts down the suitcase on a table near the prototype suits. Osborn explains that they are on the brink of winning the U.S. military weapons tender off Hammer Industries with these suits, all they need to do is present the prototypes to a demonstration next week and the largest military contract in U.S. history will be awarded to Oscorp. Octavius looks around in amazement; he pushes both combination locks on the briefcase activating the devices then begins wandering around for a close up look at the various suits and weapons.

Octavius picks up a hand held cannon, a large cylinder with a handle and trigger underneath and a handle on top. "What's this Osborn, some sort of cannon?" Osborn runs over and takes the cannon from Octavius carefully placing it back down, "That, Dr Octavius, is the Nullifier."

Osborn catches both their attention, "What does it nullify?" Octavius asks, "It's creates an intense electro-magnetic pulse, fires it in a specific direction…" Osborn begins his explanation; "Thereby shutting down any electrical equipment in its path, but not anything around it" Otto finishes the explanation with realization of what the weapon is.

"That's correct, current EMP's knock everything out within radius, this will only take out what you aim it at."

"Extraordinary, I imagine this will be a big seller" Octavius states, "Actually the Nullifier uses an element, Isotope 16, we barely have enough to power this prototype and the only other known quantity is held by the U.S. government."

"Enough to power two prototypes" Octavius corrects him pointing at the second cannon next to it. "That is not a Nullifier, that is the Shocker, it uses vibrational air blasts to crumble walls, floors ceiling, as long as you have the correct vibrational frequency."

"Oh wow cool" Mary replies examining the canon, then she wanders over to take a closer look at the glider.

Osborn helps Octavius into the exoskeleton, with its four mechanical arms being held up on racks next to him. Osborn explains that the arms are controlled by a direct interface with the central nervous system, designed by Spencer Smythe.

"This is great and all Osborn, but will I really need this exoskeleton?" Octavius asks with skepticism.

"You will need this and a radiation shield when you work with the cosmic cube" Osborn tells him sternly.

"Cosmic cube? Is there really such a thing as a cosmic cube?" Octavius asks still sceptical, "Octavius, the cosmic cube is real and holds great power. The only one we know of is called the tesseract, and its power is beyond you're understanding. You can't just pick it up with your hands, that's why they've created this exoskeleton to handle it."

Octavius is stunned by this frank and open admission, he looks across to Mary with surprise and steps into the harness that fastens around his body, the neural interface connects to his spinal chord.

Octavius grimaces in pain as the neural interface connects, he falls to one knee and his face shows clear distress. Mary rushes over to help him but Osborn holds her back "He will be fine Mary, give him a second."

Octavius body then goes limp as he faints for a second but is caught by Osborn who pulls him back to his feet as Octavius quickly regains his consciousness and composure.

"Are you all right Octavius?" Norman asks.

"Yes, I'm fine, just needed to get used to these new sensations."

Otto looks around, as he does the arms slowly begin to move and mimic his own arm movements.

"It will take time for your brain to disassociate your organic arms from your bionic arms and then use each bionic arm independently," Osborn continues "Normally it takes a few hours for subjects to…" as Osborn speaks Octavius' two right mechanical arms move independently of his organic arm

"Well I guess you're more advanced than our test subjects" Osborn comments, as he speaks Octavius' left arms begin moving independently of his organic arm, and then begin moving independently of each other.

Octavius walks out of the exoskeleton holding bay, lifting his mechanical arms off the rack and begins testing each arm independently, picking up objects, moving them and testing their dexterity.

"The test subjects could never do that," Osborn mutters to himself with surprise.

Mary wanders around the room and heads back towards the briefcase, she begins to pick it up, Octavius sees her and he calls out "Mary dear, that is my case, could you please leave it there for me, if it's not too much trouble." She smiles and replies "Sure Dr Octavius" and puts it down. As she places it down the case emits a strange buzzing sound. Mary looks at the case strangely and looks back at Octavius, he also hears the sound and panic fills him. Osborn turns his attention to the case, then looks across at Otto and asks, "Otto, what's in that case?" Otto now sweats and trembles, _I've been found out._

"It's just a Laptop" Otto explains with a shaky voice, Mary immediately asks, "Why is it making that sound?" Otto quickly responds "I'm not sure dear, there must be something wrong with it, it shouldn't even be on."

Osborn becomes suspicious and stares at the case, and then at Octavius, "Can we take a look at it?" Octavius shifts uneasily on the spot, "Sure Mr Osborn, that shouldn't be a problem." Osborn and Octavius proceed towards the case and as they do the case makes a little ping sound and explodes.

Octavius looks directly at Mary as the explosion engulfs her with flames. The flash of the explosion damages Otto's eyes, he turns away in pain, his metallic arms instantly shielding him from the flames pulling a table in front of his body to block the main force of the blast. The power of the blast rockets him back into the wall, flames engulf his body around his back where the table didn't protect him. Otto falls unconscious as the exoskeleton suit fuses to his body.

Norman, at the other end of the room, was also sent back by the shockwave of the explosion and crashes into the super soldier hyperbaric chamber. The canisters of OZ super soldier formula connected to the chamber is damaged and begin leaking whilst Osborn lies unconscious next to them. The gas surrounds his body and seeps into his lungs.

The fire retardants in the ceiling activate and the fire is immediately extinguished. Octavius slowly gets to his feet, his mechanical arms helping him. His eyes are inflamed and burn, he squints trying to focus his blurry eyes as he stares at Osborn on the ground, writhing in pain. Lab personnel enter the room and assist Osborn. They take him out on a stretcher, as he passes Octavius, Osborn's skin begins to discolor to a greenish tinge, he ears are enlarged and his chin and teeth grow. Octavius is startled by the transformation as he stares at the stretcher being wheeled out.

Otto now stumbles towards the crater created by the explosion, "Mary, Mary" he calls out, more lab staff enter the room to help Otto who now stumbles and collapses, "Mary" he cries as he finally falls unconscious. The lab staff picks Otto up, place him on a trolley and wheel him out, awkwardly carrying his mechanical arms along the way.

**Oscorp Tower - Medical Centre**

* * *

><p>Four lab assistants hold Osborn down as he roars with pain, they struggle to hold him down, two more come in to assist. Stromm walks up to the observation window and sees Osborn transformed, no longer a man but a creature of great strength and rage. A doctor enters the room and gives Osborn a syringe to knock him out, the drugs begin to take affect but he resists their affects. The doctor gives him another shot and then he fall asleep. Stromm makes a phone call, "There's been an incident, bring in the team, immediately."<p>

* * *

><p>Down the hall on the way to the medic bay one of the scientists carrying Octavius' mechanical arms notices the claws twitching, "The arms are still working" he says aloud though nobody pays attention. The Lab technicians keep Otto in an examination room, Octavius regains consciousness and tries to get up, the technicians plead with him to rest, "You've been in an accident, you need to rest."<p>

"Accident?" Octavius groans, his mechanical arms now begin to move wildly, knocking one of the technicians to the floor, "Dr Octavius, try to concentrate, the mechanical arms are still connected to you, they've been fused to your body, and your mind."

"Accident… Mary, is Mary all right?" Octavius asks regaining his bearings, "I'm sorry sir, she died in the blast."

Octavius yells with anguish, his metallic arms fling wildly about the room knocking over the remaining lab assistant and destroying equipment within the room. Octavius falls out of bed and climbs back to his feet with the assistance of his metallic arms, he stumbles out of the room, down the fire escape, through the foyer to the horror of Oscorp staff and security. One security guard pulls a gun, "Hold it" he yells, Octavius sends one of his arms clumsily in the direction of the guard, knocking over tables, people and sending the guard flying through the air.

Octavius leaves the building in confusion, trying to escape from the, staring eyes and sirens of ambulances and fire trucks. He runs down the road, pedestrians fleeing in fear, eventually finding a quiet alleyway to hide.

* * *

><p>Harry and Peter arrive at Oscorp tower for their science class and see the destruction out the front and in the foyer of Oscorp Tower. The boys ask a security guard what happened, he replies that a man with four mechanical arms just escaped from Oscorp, "Dr Octavius was his name."<p>

**New York City**

* * *

><p>Octavius sits for hours in an alleyway, rain pours down. Octavius sobs to himself, "It's all my fault, I killed her, I killed her" he continues silently lamenting his actions. After much time of contemplation and self-loathing Octavius finally comes to his senses and realizes "I didn't kill her, Hammer killed her, and he tried to kill me."<p>

Octavius' despair turns to rage, he rises to his feet and marches down the alleyway on a mission, "I'm going to destroy Hammer" he proclaims out loud. As he nears the end of the alleyway he notices a homeless man with a large overcoat, "Can I have your coat?" Octavius asks spreading out his mechanical arms, "Holy cow" the man exclaims quickly taking off his coat and handing it over.

Otto takes the rain coat and a hat and walks down the street in anonymity, his tentacles wrap around his body disguising themselves and making Octavius look like an obese man. Otto walks down the subway into the station but doesn't have any money or a ticket; he waits for the exact right moment where the subway guards are distracted and slips past unnoticed.

When Otto tries to leave the station two transport guards grab hold of his arms attempting to detain him. Otto's mechanical arms lash out at the two guards, throwing them into the walls and causing panic throughout the subway. The commuters run for the exits, falling over each other, Octavius calmly follows them. As Octavius exits the subway a pair of police officers stand waiting for him pointing their guns demanding his surrender.

"All this for not buying a train ticket? That's a bit over the top don't you think officer?" Octavius taunts them holding up his hands, "The other arms as well" one of the officers demands, "Ok officer, whatever you say" Octavius raises his mechanical arms, one of them carries a bench which he throws at the officers knocking them down. As he throws the bench Octavius also falls over, losing his balance, _I'll need to make sure I have a counter weight or some support next time I throw something large like that, _he thinks to himself.

Octavius heads down the road to Hammer Industries main facility, damaging property as he goes.

* * *

><p>Harry and Peter search the areas surrounding Oscorp Tower for some clues as to where Octavius may have gone but they can't find a trace. Harry checks his police scanner phone app and reads of reports from queens of a man with mechanical arms attacking police officers, the two rush off for the train station. <p>

**Queens New York - Hammer Industries**

* * *

><p>Octavius enters the Hammer facility attacking the two guards patrolling the front of the building, throwing them into the distance. As Octavius approaches the front door two automatic cannons rise out of the ground and point their turrets towards him. Octavius instantly reaches two of his mechanical arms at the turrets and crushes them.<p>

Octavius enters the building into the main hangar; he scours the hanger for Hammer, or a clue as to where he may be. He walks through the hangar, past rows of exosuits. _So this is Hammer's great weapon?_ Octavius thinks to himself, raising a mechanical arm to destroy them. As he's about to strike he notices a figure running from the offices at the other end of the factory to an exit, _Hammer,_ Octavius runs towards the exit.

Hammer runs out of the building and into the car park locking the door behind him. Octavius chases after him, he tries to open the door but struggles to force it open with his hands. He leans back and pulls with his mechanical arms; they don't pull the door off its hinges but instead knocking him off his feet. Octavius tries again but this time he uses two mechanical arms to grip the door and two to grip the ground, this time he has the power to rip the doors off their hinges, he bursts through the opening. Hammer is half way to his limousine; Octavius can't catch him on foot and attempts to use his mechanical arms to walk. At first he is unsteady walking on his mechanical arms, wobbling and swaying, but then he begins to get a consistent rhythm in his steps.

Peter and Harry arrive as Octavius exits the building and rises up onto his mechanical arms chasing after Hammer. Peter quickly puts on his suit and sprints after Octavius who is quickly catching up to Hammer. Spider-Man shoots two webs onto Octavius back and pulls him back, knocking him off balance and onto the ground. Hammer finally reaches his limousine, diving in and speeding away.

Octavius gets back to his feet and peers through the darkness at the tail lights fading and curses, "Who did that, why, why, whyyyyy" he yells.

Spider-man approaches Octavius cautiously, "Dr Octavius I presume?"

Octavius turns around violently, swinging his mechanical arms at Spider-Man who ducks, weaves, and dives out of his reach. Octavius stops his attack and stares at the boy standing in front of him in lycra pyjamas.

"Wooa, they're some crazy tentacles you have their doc, do I really need to point out the irony of a Dr Octavius having four extra tentacles?"

Octavius takes a moment to look at his new mechanical arms, "The irony is not lost on me boy, it seems Dr Otto Octavius is now Dr…"

"Squid maybe? Or Dr jellyfish, they have tentacles as well you know" Spider-Man mocks him.

"Dr Octopus has a good ring to it" Octavius replies.

"OK doc, this town is only big enough for one octopod, time to put your tentacles up."

Octavius asks "Who are you supposed to be?"

"Who am I? Don't you read the papers? I'm Spider-Man."

"If my goal in life was to decrease my intelligence, I'd read papers, like the Daily Bugle."

"Good point," Spider-Man replies.

"You should leave me alone boy, I'm not the criminal, Hammer is the criminal."

"Ok buddy, they all say that, tell it to the judge" Spider-Man replies unsympathetically.

"This is not over, it's just the beginning" Octavius tells Spider-Man, "The beginning of what?" Spider-Man asks, suddenly Spider-Man's spider-sense alerts him to danger as Octavius throws a car at him. He jumps back to avoid it; the car flips, colliding with another parked car and towards Spider-Man who dives out of its path at the last possible moment. Spider-Man returns to his feet and peers over the car, Octavius has disappeared from the area.

* * *

><p>Hammer's limousine drives down the freeway, "Whoa that was a close one" he announces to his driver, "Yes sir, very close, would you like lay low for a while?"<p>

Hammer contemplates his options for a moment then replies, "I hear Monaco is nice this time of year, and the grand prix is on isn't it?

"Yes sir it is, shall I book a flight?"

"Book the flight, and invite that reporter from Vanity Fair as well."

"Right away Sir."

**Harry's Apartment**

* * *

><p>Harry sits at home watching late night TV, his home phone begins to ring and Harry looks at it oddly, <em>who rings on a home phone these days<em>, he thinks to himself. Harry answers the phone and Stromm speaks to him, "Harry, I'm sorry to tell you that your father has been in a lab accident, don't worry he's all right and will be home in a few days."

"What kind of accident?" Harry asks, "It's just a minor lab accident, he will be back to normal in a few days, but he might have some memory loss."

"Can I see him?"

"It's best to wait until he's released home, this was just a courtesy call."

"Thank you Mendel."

"Your welcome Master Osborn."

The phone hangs up and Harry sits in bewilderment, wondering what has happened. After a few moments of contemplation Harry returns to watching his TV show, an expose on Green Sasquatch sightings throughout South America.


End file.
